Tales from Avenging 10
by CaptainRex75
Summary: So many Heroes in one Universe. Too many to fit on one story. A series of One Shots involving Ben 10 as he teams up with different Character of the Marvel Universe to fight the forces or evil. (Co-Written by bcarandang1)
1. Chapter 1

**Hello to all my loyal readers. I know a lot of you are probably confused why I am publishing another story, when I said that I wouldn't be publishing anything until December 10** **th** **.**

 **Well people the reason is it that** **this chapter was not actually written by me. This chapter is actually a gift from my dear friend** **bcarandang1** **who took it upon herself to write this chapter as a tribute to my story.**

 **While this was a truly wonderful gesture on her part, however there were some parts of the plot that do not line up with the continuity of Avenging 10. So I made some adjustments to the chapter so that it would fit the main canon.**

 **That being said I still wanted** **bcarandang1** **work to go by unnoticed. She put all this work in for me and so her original work deserves to be seen.**

 **As such I will be publishing both versions of the same chapter. The first being the original, written by** **bcarandang1** **. And the second one, which it the altered, extended edition written by me. Think of this like a Special Edition DVD set, where you have the original release and the Directors Cut Extended Edition.**

 **So enough talk and on with the show.**

* * *

 **Mania (Original Version. By** **bcarandang1** **)**

Ben is currently yawning while his head is resting on the table. With everyone but Wasp out of the Avengers Mansion today, he's not really in the right mood to do some patrolling today. Sure, he's done that before, but that's because he had time. Today, he just wants more sleep. But since no one else is around but him and the size shifting heroine, he needed to wake up earlier than usual to patrol.

"If you keep frowning like that, your face will melt and spill on the table." Janet joked as she places a plate of fried eggs and a mug of hot chocolate in front of Ben.

As Jan dusts her hands, Ben complains, "Why couldn't Hulk or Thor stay? What does Hulk even do when he's not smashing?"

"Actually, today, he's Bruce Banner and he's out fishing with Cap. Besides, Thor's in Asgard, Tony's having a meeting, Hawkeye's still searching for Black Widow, T'Challa's in Wakanda to visit his tribe and Hank's, well... doing science stuff again in his lab." Jan replied to Ben while she prepares her coffee.

"That's all they're doing?! Come on! I need my sleep. Why can't they do the patrolling?" Ben complained more as he finally gets his face off the table and grabs a fork to finally eat.

As Ben pokes the egg on his plate, Jan rolls her eyes and takes her coffee mug to the dining table and sits down. "For someone who claims to be a saviour of his universe, you sure complain a lot about waking up early." Jan points, smirking before sipping her coffee.

"I've always hated waking up early since my first time in school." Ben replied while chewing on a piece of the fried egg.

"Clearly you're such an inspiration to everyone." Jan replies sarcastically with yet another smirk on her face.

Ben just shot her a glare as he chews his food.

* * *

In the West Philadelphia High School, a simple girl named Andrea Benton walks through the halls. Wearing a simple sleeveless purple shirt with black stripes, black skirt, purple knee high socks with black shoes, brown eyes and a short black hair, Andrea holds her books closer to her, nervously trying to avoid anyone that walks the opposite direction.

However, she failed to avoid someone, causing her to bump into her and spill the person's own drink on her cheerleader uniform. It's Sally Avril, the most popular girl in school. Sally looks at her uniform in disgust then looks at the innocent Andrea with anger. "You did not just do that." Sally sarcastically and angrily said as she puts her hands on her hips while her other cheerleader friends behind all look at each other, whispering to each other. Some of them even say "Uh oh" mockingly at Andrea, as if warning her about what's about to come.

"I'm really sorry! I... I wasn't looking. I'll... I'll make it up to you..." Andrea apologized as she tries to wipe off the spilled soda on Sally's uniform, but it does nothing.

The passive aggressive cheerleader simply just swats away Andrea's hand that was wiping her uniform and says, "Stop. Just stop. You really wanna make it up to me?"

"Yes..." Andrea replies as she shyly covers her mouth with her books.

Sally smirks at the "peasant's" response. "Turn around and close your eyes." She says. When Andrea does so, Sally opens her palm and gestures to her friends behind her. One of them hands her a different cup of soda. Sally then opens the cup...

...and pours it's contents on Andrea's head, the soda dripping all over from her head down to her chin. Andrea didn't even do anything. Not scream or complain. This is her life. Constantly bullied everyday.

Only this time, even the most popular girl in her school is now bullying her too.

As Sally and her friends all walk away, laughing, Andrea just silently cries as she walks to the ladies' bathroom.

* * *

Meanwhile, Taskmaster suddenly crashes down on top of the very same school, causing the roof of the place to crack as his armor softened the blow a little bit. As he tries getting back up, Four Arms and Wasp arrive just in front of him.

"Just went out patrolling and we run into you, Tasky. It's like this universe wants us to be best friends." Four Arms joked as he cracks all four of his fist while Wasp stands on his shoulder.

Taskmaster rubs his head to make the ringing in his ears go away as he shakes his head in pain. "Should've known you'd get in my way again, Tennyson. But I don't have time for games. I got a delivery to make." Taskmaster says to the Tetramand as he finally gets back up and takes out his sword.

"Awww, Ben, he's gonna be a father! Give him a hug!" Wasp says with an obvious hint of mocking on her tone as she smiles at Taskmaster.

"That's not what I meant!" Taskmaster angrily replies, but was only greeted with Four Arms running at him, forcing him to swing his sword at the alien. Unfortunately, all it did was break upon contact with Four Arms' skin. This gave Four Arms the chance to bear hug Taskmaster and start tightening his grip, causing the mercenary intense amount of pain.

Fortunately for Tasky, he has trick literally up his sleeve. As he endures the pain, he produces a small circular device from his left sleeve and stuck it to one of Four Arms' arms. It then produced an electric shock that blasted the Tetramand with a lot of volts of electricity. This forced him to let go of Taskmaster, who unfortunately was also zapped in the process as he and his enemy fall down, still feeling a little bit of sting from Tasky's own device.

Because of this, Taskmaster accidentally dropped something from his pocket, the one he's supposed to deliver: two small capsules with a little bit of the Venom symbiote that was taken by Doc Ock from Venom during their formation of the Sinister Eight.

Wasp, worried for Ben, flies towards Four Arms and asks, "You okay?" as she rubs his head with her tiny hands.

While the two heroes are distracted, Taskmaster barely recovers as he sits up and attempts to endure the remaining shock in his system. He finally noticed that the capsule holding the symbiote is out of his pocket. When he tries to grab it, he was unfortunately zapped multiple times by Wasp in his face. This forced the villain to try and block the stingers but Wasp started zapping around his eyes to prevent him from seeing her. "Take this! And that! And... the other thing!" Wasp said as she keeps zapping the one that hurt her friend.

In the midst of battle, Taskmaster accidentally kicked one of the capsules holding the symbiote into a nearby vent, leading to one of the bathrooms in this school.

* * *

Andrea is still in the bathroom, crying her eyes out as she washes her face with the water from the faucet. She's been in this school for almost four years now. But nearly everyday, she has to endure being bullied just because she's weird and some sort of nerd. Her whole life, she's been enduring such pain. It doesn't really help that her father's already sickly but still tries to help her by working and paying her tuition. With her mother gone and her father driving himself to death, Andrea just wants to have a normal life.

But she's alone. No one there to help her but herself and her father. It's all those bully's faults...

As the noise of the faucet pouring out water and Andrea's inner monologue cloud her own sense of hearing, the symbiote capsule drops from the vent leading from the roof. It crashed on the floor, breaking and freeing the symbiote.

"It's all their fault... I didn't do anything wrong but they always hurt me..."

The symbiote sensed the intense emotions of a nearby host. It followed the voice it hears and slithers towards her.

"I already try my best to hide from them... but these bullies... they always... they always find me... and find a way to hurt me..." Andrea whispered to herself as she wipes away her tears.

However, with her emotions only growing stronger, the symbiote finally attaches to her, shocking her. "What?! What is this?! No wait!" She yelped as the symbiote covers her whole body.

And after the bonding process...

...Andrea opens her new white eyes.

* * *

Four Arms finally wakes up, rubbing his head in pain as he tried to make the sting go away. However, he was immediately surprised when the tiny Wasp lands on his lap, hurt. Wasp coughs as she dizzily tries to get back up. Four Arms looked at where Wasp came from and only saw Taskmaster picking up the only symbiot capsule left on the ground and puts it back in his pocket.

"I'd love to hang around, Tennyson. But like I said. I have a delivery to make. And my client can't wait any longer." Taskmaster says to his arch enemy as he takes out a small ball and throws it on the ground, exploding into a wall of smoke, covering his tracks.

When the smoke settled, Taskmaster was gone. "Great. All of a sudden, Tasky's Batman." Four Arms' complained as he and Wasp recover, standing back up. In Wasp's case, flying back up.

"I dunno. With a dark brooding personality, gadgets, a ton of money and knows almost any fighting style he sees, I'm starting to think he's Batman. Then again, there's that Moon Knight guy on the news..." Wasp comments on Four Arms' joke.

Before Four Arms can ask who's Moon Knight, they hear a ton of screaming down below. They looked over the edge of the roof they're on and see a bunch of students running out of the school. They all look like they're getting away from something inside the building.

As the last students running from the school emerge, which is Sally Avril and her friends again, there's one last person coming out of the place. And she looks angry.

With her body covered by the black symbiote, complete with spiky "hair", spiked gauntlets, spiked kneecaps and bots with the familiar white spider symbol on her chest extending to her back, its Andrea.

Or as she claims...

"I AM MANIA!" She yelled as black tentacle-like tendrils emerge from her back.

* * *

From the roof, as Four Arms turns back to Ben, he and Wasp are just too surprised at what they're looking at. "You have got to be kidding me..." Ben just complained, having had enough of the symbiote after his encounter with Venom.

Mania walks over to Sally and her friends menacingly. When the school guards attempt to attack her with their batons, all the batons did was break upon contact on Mania's face. Mania just looks at them in a bored manner and uses her tendrils to grab them by their feet and throw them at the school fountain nearby.

"Okay. I gotta stop her before anyone else gets hurt." Ben says as he activates the Ultimatrix and starts scrolling through his alien forms.

"Wait, what about Taskmaster? We can't let him escape!" Wasp points out as she flies up to Ben's face to distract him away from his Ultimatrix.

"Ummm... Why don't you call Hawkeye and track him down? Someone's gotta keep She Venom over there busy." Ben replies and he finally slaps down the Ultimatrix covering his entire body in emerald light.

* * *

As Sally and her friends attempt to run away, Mania simply just jumps over them and stops them in their tracks by landing in front of them. Mania simply then just grabs Sally by her neck and begins choking her. "You think it was so funny dumping my head with soda? Let's see you laugh when I dump you in your own blood!" Mania yelled, choking Sally harder.

Sally struggled to breathe. When she looks at her friends to get help, they simply just ran away from her and Mania, as does every other student in the area. Sally just looks back at Mania as she just waits for her breath to disappear.

Suddenly, Mania gets tackled, forcing her to release the cheerleader. Sally begins coughing and sees the person who just saved her. It's Echo Echo. Four of him, to be exact.

"Okay. Miss." The Prime Echo Echo said.

"Let's. Get. That. Suit." One of his clones added.

"Off. Of. You." The next one ended.

Mania's right eye twitches in annoyance. "Get out of my way! I want that girl dead!" Mania yelled and she immediately fires webbing at the alien clones.

The Echo Echos all jumped away go dodge her webs and they all surround her in a circle. They then all used their sonic screams at the symbiote infected girl, causing her unpleasant pain. Not just her, but it affected the symbiote more. The black suit began screeching more than Andrea herself as it looks like it's getting separated from Andrea's body. However, Mania just webs up the mouths of the Echo Echos while trying to withstand the pain.

As the fight kept going, Sally took this time to run away.

* * *

"So Ben ditched you to go with a different girl? Man, every guy you meet just tries to avoid you, huh?" Hawkeye says to Wasp through their Avengers card. "Hank, Ben... Who's next, Tony?"

"Clint, shut up. And for the record, Tony ditches every girl he finds to find another." Wasp points out as she continues flying around the skies to head back to the mansion. "Meet me back at the mansion. We're gonna need something to track down Taskmaster."

"I'm halting my search for a copycat? No thanks. Go grab Hulk or something." Hawkeye just replied and is about to turn off his card until Jan says something that catches his attention.

"You know... Taskmaster works for Zemo... and Zemo leads Hydra... You know who else works in Hydra?" Wasp says with a teasing tone.

Hawkeye was silent over the card for a few seconds. He finally replied, "I'm on my way."

"Knew you can't resist. You just love Black Widow that much." Wasp joked.

"Alright. That's enough. Geez." Hawkeye retorts and turns off his card.

As Wasp puts away her own card, she kept flying, asking herself, "Wonder where Taskmaster is headed, though. Does Zemo have some secret hideout or something?"

* * *

However, Wasp's guess was wrong as Taskmaster is now currently on top of some sort of tall skyscraper of a building, with giant letters on the side forming the word "OsCorp" on it.

Taskmaster kept looking at the view from his position as he waits for his client. He's been here for a few minutes now so it's no big deal to him. He's patient.

Right on cue, the door to the roof opens and out comes a man wearing a business suit and brown faux hawk hairstyle. With a serious demeanour and a couple of sunglasses wearing bodyguards, Norman Osborn approaches the mercenary.

"I got what you needed." Taskmaster says to his client, Norman, and hands him the symbiote capsule he has left.

Norman Osborn takes the capsule and immediately starts heading back to the door. Taskmaster raised a brow under his mask and crossed his arms in confusion. "Where's the payment you promised?" The skull masked mercenary asks. This time, his patience is growing a little thin.

"You will get your money once I find out that this symbiote is what I actually wanted. False advertising is bad for business." Norman replied. He then does an over the shoulder look at Taskmaster, doing a small smile that, for some reason, sent chills down the merc's spine. "You should know that just as much as I do." The business man pointed out and he went back inside his building, his bodyguards following him.

Taskmaster, after growling a little in annoyance, follows them as well. He's not leaving without getting paid.

* * *

Back at the school, all the Echo Echos get knocked into each other and end up fusing back together into one. Echo Echo rubs his head in pain as he just thinks about what just happened. Peter once told him that to beat a symbiote, you need a ton of noise like sonic waves. For some reason, Mania is more resistant to sonic waves than Venom is.

"This. Is. Not. Good." Echo Echo comments as he looks back at Mania, who is walking towards him menacingly. Realizing that Echo Echo might be too weak for this but Ultimate Echo Echo being too strong that he might accidentally kill the host of this symbiote, he switches to something different.

He slaps the Ultimatrix symbol on his chest and switches forms. After the light died down, in Echo Echo's place is Diamondhead. "I need to make a phone call." Diamondhead joked as he waves his hands in front of him and suddenly, Mania is trapped in a pyramid made of diamond, imprisoning her until Ben gets a clue to how to beat this new symbiote. With Mania trapped, Diamondhead taps on his Ultimatrix symbol, turns back to Ben and then tries to contact someone through the same device.

* * *

Peter Parker, currently enjoying a bit of down time as he just kick the butts of the Sinister Eight some time ago, is watching a sitcom on the TV in the living room of his and his aunt's house. As he laughs at some puppet hitting a real man on the head with a bat comically, he suddenly hears a ringing sound. He places his bowl of popcorn to his side and searched for his phone in his pockets.

However, when he did find it, he finds out it's not even ringing. Something else is making the noise. He looks everywhere until he noticed the Ultimatrix communicator Ben gave him, is ringing while on the small table beside the couch. The gadget is just right beside the lamp the whole time. Peter grabs it and sits back at the couch. He presses the Ultimatrix symbol on the side and answers the call, asking, "Parker residence. This is Peter Parker."

* * *

"Hey, Pete! It's Ben. Say, uhhh, I just wanted to know, aside from sound waves, what else can harm a symbiote?" Ben asks casually, to make sure Peter doesn't think he's in battle. He doesn't want Peter to leave the comfort of home, knowing that the guy deserves a little rest after that Sinister Eight battle.

"Uhhh, well, fire works too. Probably try some electricity as well. Why do you ask? You're not fighting another symbiote, are you?" Peter asks back through the communicator.

Although Peter can't hear it, the diamond prison Mania is in is beginning to crack. "Uhhh, nope! Just doing some research for Hank and Tony. Uhhh, thanks for the tip! Bye! See ya tomorrow!" Ben rapidly said.

"Huh? Okay, sur–" Peter tried to reply but Ben immediately dropped the call, not wanting Pete to get involved any further.

"Okay. Fire and electricity, huh? I got two fire forms and... a couple of electric forms. Man, I'm starting to think the universe ran out of ideas for my powers, now that I think about it." Ben lampshaded as the diamond pyramid explodes into dust. As rubble and small diamond shards fly off, Ben narrows his eyes and sees Mania coming out of the cloud of dust she made. The She Venom then growls and lunges at Ben.

As she does that, Ben activates the Ultimatrix and slaps down it's dial.

* * *

Norman and Taskmaster walk down a hallway in OsCorp leading to the main lab of the establishment. As they walk, Taskmaster noticed that behind the glasses making up the hallway, there are multiple scientists working on multiple objects that can only be identified as strange looking and sinister.

One of them even look like multiple power suits with black coloration and spider symbols on their chest plates.

Once they've finally reached the lab, Taskmaster and Norman are visited by the sight of a scientist. Wearing the typical lab coat and sporting brown hair and a bushy moustache along with eyeglasses, this scientist is Miles Warren.

"Professor Warren. If you don't mind." Norman says to the science man as he hands the capsule to him.

The scientist nods and loads the capsule into a machine connected to a huge cylinder located in the lab. The cylinder itself also has a bunch of rubber tubes connected to it from above. As the machine starts stirring the symbiote like a blender, Professor Warren presses a button on the console connected to the machine. This prompted the machine to stop stirring and transfer the newly stirred symbiote into the cylinder. The symbiote tried to escape by trying to go through the glass, but the cylinder is reinforced so it's not going anywhere anytime soon.

"The data that has been shown to us, this 'symbiote' provides it's user incredible power and speed but it is also unstable and causes aggression to the wearer. However, after weeks of studying, we finally found a way to stabilize this symbiote while also enhancing it's capabilities further." Warren explained.

As the scientist starts pushing buttons in correct order, the tubes from connected to the cylinder the symbiote is in starts spraying some sort of white gas into the container and it began covering the parasite.

"By combining the subdermal armor's enhanced durability and resistance, the DNA samples from our genetically engineered spiders to enhance it's abilities and a small dose of the gene cleanser to stabilize it, the new symbiote will now be much stronger without gaining the weaknesses of it's previous form." The scientist explained more as he, Norman Osborn and Taskmaster all watch the raven colored symbiote...

...change it's color into a white one with only a few streaks of black on it.

"Gentlemen. May I present... the Anti Venom symbiote." Warren introduced as he gestures to the symbiot's new form.

"Interesting. Will this be enough to impress Mr Tombstone, though?" Norman asks Warren and himself.

Warren fixes his glasses by pushing it up back on his nose, replying, "Well, we'll need a test subject in order to see what it's capable of."

Before Norman can answer, however, his phone suddenly rings and he takes it out, looking at whoever is calling. Once he saw who it is, he looks at both Warren and Taskmaster and says, "I'll be right back. Your payment will come later, Taskmaster." He then leaves the lab and heads downstairs.

Taskmaster huffs in disbelief and crosses his arms while Warren heads inside a different room that's still part of the lab. Taskmaster then just waits alone in the main lab, just hoping he could finally get paid so he can go back to Zemo and the others. He may be part of a group now, but he still needs the cash.

However, he just got karma as the door to the lab gets busted open by an explosion from the other side, causing dust and smoke to emit from where the door used to be. When the smoke clears, Hawkeye and Wasp are at the doorway, with the latter in her shrunken size.

"Found ya!" Wasp excitedly says as she makes her hands glow with yellow energy. Hawkeye takes aim at Taskmaster as well.

"By the way, whoever owns this building... Call Tony to pay for the damage." Hawkeye joked.

Taskmaster groans in annoyance and lazily pulls out his sword from his back. "How'd you two find me?" The mercenary asked.

"For a guy named Taskmaster, you sure don't know how to multitask. You can't even make an escape while also dodging traffic cameras?" Hawkeye joked some more but also pointed out Tasky's flaws.

"We had JARVIS scan all traffic cameras that may have picked you up in their footage. We found some that did and they lead us here." Wasp explains some more.

Taskmaster huffs in annoyance and just goes ahead and takes out one of his pistols, firing it at the heroes. While the size shifter and the archer managed to dodge by either flying to the side or diving into cover, Hawkeye fires an arrow at Taskmaster, heading for his head.

But, surprising Clint, Taskmaster merely swatted the arrow with his sword with intense reflexes. The deflected arrow ends up spinning in mid air before landing on the ground like a useless stick. "Don't take it personally when I bullseye an arrow through your skull." Taskmaster says menacingly to Hawkeye as the mercenary puts away his pistol and takes out a collapsible crossbow and starts firing small yet deadly arrows at the purple clad trick shooter. Hawkeye ducks behind cover again to dodge the shots and prepares an explosive arrow.

"You're going to try to out-archer me? Good luck with that." Hawkeye taunted back and he gets up from cover and fires the arrow.

* * *

Unknown to them, however, in the skies just above OsCorp, a familiar villain on a glider is watching the fight between the two Avengers and the mercenary through a hologram projector in his hands. With green skin underneath purple armor, gauntlets and boots, a jack-o-lantern designed belt buckle, and an impish face with smile big enough to rival the Grinch, the Green Goblin chuckles maniacally as he watches the battle.

"Alas, the wasp and the hawk has the grim reaper cornered. But this little scuffle is about to get awkward." The Green Goblin began rhyming as he started tapping on the same projector that seems to be connected to the building itself. "For when you trap a snake that's survived many fights... Be careful, the more it's provoked, the more it bites!" He gleefully added and tapped one last button.

Even with this simple action, the Goblin somehow finds it amusing as he cackles like the madman that he is...

* * *

...and there's a good reason why it makes him laugh. He just pressed a button that frees the Anti Venom symbiote from it's glass prison.

The white symbiote slithered, looking for a host. As Hawkeye and Wasp kept firing at Taskmaster, who is forced to block the attacks with his shield, the Anti Venom sees Taskmaster as the right host.

However, before it could even move, Professor Warren, who just exited the other lab, accidentally steps on the symbiote after panicking about the noise he's been hearing from the main lab.

"What's going on?!" Warren exclaims but got no answer as the heroes and the villain are still busy shooting at each other. When he tried moving, however, he finally felt like je stepped on something. He looks at his feet and sees the white symbiote underneath his shoes.

* * *

Back to Goblin, he grins once he sees the symbiote is currently under the professor's shoes, giving him the opportunity he needed. "The curse of one, I can use for another. Like the suit made of flame, I can do the same to the white armor. Stable, you say, about this slime. Well I say... you're all out of time." The glider riding villain rhymed again and began cackling mad as he tapped a button on his projector.

And this is a button designed to control the symbiote like it once did with the subdermal armor of Molten Man.

* * *

Professor Warren didn't have time to react as the symbiote finally started to entangle around his legs, then his body then his face until the symbiote finally fuses itself with his whole self. As the slime completely bonds with him, he began screaming for help, catching the attention of the heroes and the mercenary.

Taskmaster, Hawkeye and Wasp stopped what they were doing and look at the cause of the screaming, only to see that in Professor Warren's place is a new creature. The creature is a buff humanoid that has orange eyes and an orange mouth, and his face is black and white. He is white all over with a black spider symbol. He is larger than his previous human body and he looks really mad.

This is Anti Venom.

* * *

"You claim it to be stable and at rest. But now the Goblin must put it to test. But in order to see it at work, we all must see it berserk." Goblin rhymed one last time and tapped one last button.

After tapping it, he grins maliciously and waits for the party to start.

* * *

Anti Venom looks at himself in horror, realizing that the symbiote is now bonded to him, Miles Warren. "No. It's alright. It's stable. I can just–"

But before he can say a sentence that would be wrong either way, he suddenly yelled in pain as something in his head, or rather the symbiot's head, is starting to hurt him. That's when his yellow eyes changed to red and he looks at the heroes and the mercenary with an expression that can only be interpreted as mad.

Anti Venom then roared, his voice seemingly sounding like a monstrous roar being played along side the sound of a person screaming in pain.

This time, both the heroes and the villain realize that Anti Venom seems more of problem than each other as they all aim at him this time.

"Friend of yours?" Hawkeye jokingly asked Taskmaster despite the situation as the berserk symbiote stopped roaring and lunges at them.

* * *

Back at the school, Andrea weakly wakes up, rubbing her head in pain as she slowly opens her eyes. Once fully opened, she sees some sort of humanoid creature made of flame, molten lava and rocks. This same creature is looking at a splat of black liquid ooze on the ground.

"Lady, you really need to get better clothes. May I suggest a friend to help you in shopping?" Heatblast joked despite himself.

"You're... You're one of those Avengers. Wh-Why did you stop me? Those girls... They had it coming..." Andrea attempted to complain only to experience pain in her head, causing her to clutch it in pain.

"Easy, there. You took beating... from me..." Heatblast says to Andrea but he whispered that last part to himself. "What do you mean they had it coming?"

"They've... They've been bullying me. I just... hate them so much... If only you didn't stop me, I would've..." Andrea tried explaining.

"You would've, what? Killed them? Would that make you any better than them?" Heatblast pointed out, causing the girl to look at him in realization, eyes wide at the Pyronite. "Revenge isn't always the best solution, kid. And trust me. I've been bullied before. Would've kicked their butts with all this power I got. But I didn't. You know why? Cause bullies like them aren't even worth it. Don't waste your time and power on people as lowly as them. Whatever you're going through, I'm sure you'll get through it. Those girls are just sad."

Andrea looks down in deep thought, thinking about what this Avenger had just told her. Maybe he's right. Maybe...

The moment was interrupted when the Ultimatrix started beeping. When Heatblast tapped on it, it brought his Avengers ID card from it's sub storage. Heatblast picked it up and it started playing Wasp's voice, saying, "Ben? You there?!"

Heatblast facepalmed at Wasp's words. "Jan, you do realize you just said my real name out loud, right? I'm in public."

"Oh, I'm sorry. It's just that I didn't have time to think things through when THERE'S A GIANT MONSTER TRYING TO KILL US!" Wasp yells through the comms, even causing both Heatblast and Andrea to wince.

"What is it? What's the sitch?" Heatblast asks.

"No time to explain! Just come here fast! We're at OsCorp, top floor." Wasp rapidly said. In the background, Heatblast and Andrea can hear a roar and Hawkeye complaining. "AND HURRY!" Wasp added loudly and the comms turn off.

"I'm going." Heatblast says as he puts away his ID card and slaps the Ultimatrix symbol on his chest, switching him to XLR8.

"I'm coming too."

XLR8 looks at Andrea, who crouches down and puts her hand on the black ooze on the ground. It's the symbiote that was temporarily weakened by Heatblast earlier. It began to feel alive again as it began fusing with Andrea once more. Back in black, Mania stands back up and clenches her fists tight, feeling the symbiote all over her body. "I figured I could use a little redemption while I'm at it." Mania pointed out.

XLR8 smirks at the She Venom and closes his visor. "Hop on." He suggested to the lady.

* * *

Zooming across the city, XLR8, with Mania on his back, her arms wrapped around him, hurries as fast as he can to OsCorp. He's been to the place when Peter introduced him to his friends, including Harry Osborn, son of Norman Osborn.

Once he nears the skyscraper, he immediately runs up on the wall and headed for the too floor. However, from the very top, Taskmaster is suddenly sent out of the building, crashing through the windows and began falling to his death. "Mania!" XLR8 signalled the symbiote girl on his back and, as Taskmaster just passed them, Mania fires black webbing at Taskmaster, attaching to his foot. Mania then attaches the other end of the webbing to the side of the building, preventing Taskmaster from falling.

"We're just gonna leave him hanging?" Mania asked jokingly as she remains hanging on to XLR8 as they head to the top.

"I like you already." XLR8 compliments the young hero.

Finally entering the window Taskmaster got thrown out of, the Kineceleran and the symbiote heroine see Anti Venom attacking Wasp and Hawkeye.

Hawkeye fired a sonic arrow at Anti Venom, but even with the intense sound waves, Ant Venom didn't so much as bat an eye as he caught the arrow before it hit him and bit off the tip of the arrow, breaking it. The berserk symbiote then growls at Hawkeye. However, it was immediately interrupted when Wasps started firing her stingers at it's face.

"Take that! And that!" Wasp kept yelling at Anti Venom, even though her stingers aren't doing anything. Anti Venom merely grabs Wasp, causing the size changing heroine to struggle out of the symbiot's grasp. Anti Venom attempts to crush her, but then Mania tackles him, forcing him to release his grip on Wasp.

"Why do I even bother doing that?" Wasp lampshaded as XLR8 joins his teammates.

"Who's your girlfriend?" Hawkeye asks XLR8 as he gets up and takes out another arrow.

As XLR8 facepalms while Mania uppercuts Anti Venom in the face, sending him flying, the Kineceleran responds with, "First, not my girlfriend. Second, she calls herself Mania. She's on our side."

"Well, she seems to be doing some work." Wasp comments, pointing at Mania and Anti Venom, the latter getting his butt kicked by the former.

Mania punches Anti Venom multiple times in the face then does roundhouse kick to his gut that sends him sliding backwards. However, when Mania goes for another punch, Anti Venom caught her fist and punches her in the face in retaliation. The jab sends her flying into a wall, embedding her in it.

Anti Venom transforms his right hand into a blade and jumps at Mania, attempting to stab her. However, he gets blown back by sonic waves, sending him crashing through a wall and ending up in the other lab.

Mania looks at the one who saved her and sees Ultimate Echo Echo, giving her a thumbs up. Mania thumbed up back, albeit weakly as she falls off the wall she was embedded on.

"Have you guys tried using sonic waves or fire on him?" Ultimate Echo Echo asked his teammates as they head to Mania, helping her back up.

"I did. Didn't work. Looks like this thing's immune to them compared to that other Venom guy." Hawkeye replied.

"How about electricity?" The hyper evolved alien asks again.

"I tried it. Didn't work either." Wasp replies.

As Mania rubs her head in pain while Ultimate Echo Echo thinks of a plan, Anti Venom roars once more, catching everyone's attention. Anti Venom suddenly tackles Mania, somehow not even bothering with the others anymore. Something's not right.

"Why is he suddenly after Mania? I just attacked him but he completely ignored me." Ultimate Echo Echo pointed out.

"Stop pointing out the obvious and help your friend!" Hawkeye exclaimed and fires an explosive arrow at the white symbiote, causing him to get knocked away from Mania.

When both Mania and Anti Venom gets back up, Ultimate Echo Echo noticed the look on the villain's face. It looks angry. Angrier than usual. It looks angry at Mania.

That's when it hit him. "It's after Mania's symbiote! It hates it!" Ultimate Echo Echo yelled and he immediately flies at Anti Venom, blasting his foe with sonic waves, sending him sliding backwards.

"Why does it hate me? Didn't your Avenger friends attack him first? I just got here." Mania asks. When Hawkeye and Wasp rejoin the two, Mania immediately adds, "No offense."

"Some taken." Hawkeye joked.

"How do we beat it?" Wasp asks Ultimate Echo Echo.

"Lure it to a trap. Once we corner it, we zap it with all we've got." Ultimate Echo Echo replies as he clenches his fist, watching Anti Venom recover.

Hawkeye raises a brow at Ben's plan, commenting, "Uhhh, in case you forgot, genius, electricity didn't work on him."

"The problem isn't electricity. The problem is the amount of electricity. We need to zap him with more voltage." Ultimate Echo Echo explained. "Mania, you okay with playing bait?"

"Let's just get it over with." Mania complained. With that in mind, the Avengers all go separate directions as Mania remained facing Anti Venom. Mania then mocks Anti Venom by suddenly creating a large, toothy mouth on her face/mask and sticks her tongue out at him, blowing raspberries. "You really put the ug in ugly, ugly!" Mania taunted the white symbiote as she makes her mouth disappear and ran off.

Angry, Anti Venom chased the She Venom, following her into the other lab.

* * *

Anti Venom enters the other through the hole in the wall he made when Ben blasted him earlier. He looks around, searching for Mania. But before he completely searched, black webbing suddenly sticks to his face, covering his eyes.

Ripping the web off his face, he roars in anger and looks , where the web came from. Finally spotted Mania, hanging upside down from the ceiling using a thick string of black web.

Mania does a little mocking wave at Anti Venom, who angrily lunges at her. But before he even got close, Mania dropped down and Anti Venom ends up embedding his head into the ceiling, causing him to get stuck.

However, he quickly recovered by pushing himself of the ceiling and landing back on the ground, creating cracks on the ground in the process. He roars at Mania, but his rage blinded him as Mania simply webs up Anti Venom's hands and attaches them to the walls. She does the same to it's feet, attaching them to the floor.

Anti Venom tried to break free, but Mania webbed him up more, attaching more strings to his hands and feet to the walls and floor. "Now!" Mania signalled her allies as she jumped away...

... and reveals Hawkeye and Shocksquash was behind her the whole time. Hawkeye fires a simple arrow that has a metallic string attached to it and it embedded itself into Anti Venom's body. With that, Shocksquash grabs the string and releases intense amounts of electricity into it, the bolts of electricity surging through the string and traveling to Anti Venom, zapping him, making him scream in pain.

After a minute of his attack, Shocksquash stopped once Anti Venom stopped struggling. The symbiote finally detaches itself from it's host, only reducing itself into a puddle, rendered useless.

As Mania lands back on the ground right beside Hawkeye and Shocksquash, Wasp rejoins them as they look at the unconscious Miles Warren on top of the dead Anti Venom symbiote. "Yeah! Go team!" Wasp cheers, despite no contribution to the actual plan. Mania giggles at the adult heroine while Hawkeye shakes his head.

* * *

Minutes later, authorities have arrived at the scene, mostly are SHIELD agents. As medics put the unconscious professor in an ambulance, Norman Osborn, who just arrived after leaving his building, talks to Hawkeye, Wasp, now in her normal size, and Mania. Ben left earlier as his Ultimatrix was about to time out and he didn't want his secret identity to be revealed in public.

"I would like to thank you for saving my friend and my company. Truly, I have no idea why on Earth would a creature like that be in OsCorp. We've stopped doing mutation experiments a long time ago." Norman says to the two Avengers and Mania.

"But why was Taskmaster in your building then? We found him first before we met mister monster." Wasp asks, still confused.

"OsCorp creates advanced technology and makes scientific breakthroughs almost every single day. He was most likely hired to steal something from us." Norman pointed out, even though he's lying. But no one can tell. "Now if you'll excuse me, I need to get my building repaired." He ended and headed back to his company.

As the shady business man left, Hawkeye whispers to the two ladies, "That guy creeps me out."

"Shut it, Clint." Wasp retorted. She then faces Mania and smiles. "You know, you'd make a great Avenger."

"Thanks but I don't think I'd be able to provide my services on a regular basis. I got school and work, plus, i think I'm a little inexperienced to be part of a superhero team." Mania points out as she scratches the back of her head. "But whenever I'm available, I'll try to help."

"Sure! Just get rid of the punk rock look then we're good." Hawkeye joked, prompting Wasp to elbow him on his gut.

As Mania giggled, XLR8 suddenly arrives and opens his visor, telling Mania, "Need a lift?"

"No thanks. Appreciate it though. I guess I'll see you around?" Mania asks.

"Eh, sure. But not Wednesdays though. That's video game day." XLR8 joked.

Mania giggled at XLR8's joke and, unexpectedly, she recreates her toothy mouth, albeit smaller this time, and kisses XLR8 on his cheek, making the alien blush as she makes her mouth disappear. "Thanks for the tip, by the way. See ya!" She says and fires a black web onto a building and swung away like Spiderman does in the news.

Once she has left, XLR8 shakes his head as Hawkeye smirks. "Not your girlfriend, huh?" He taunted Ben.

"Oooh, Carol's gonna love this." Wasp also joked.

"You guys are the worst..." XLR8 replied, covering his face with his helmet's visor in shame.

* * *

Back on the top floor of OsCorp, in the ruined labs, the Green Goblin giggles in delight as he takes out a small device and injects it on the dead symbiote. Only now, it's not quite dead, as it starts wriggling wildly due to the device. The same device then suddenly sucks up and symbiote into itself, capturing the slime.

"Step one, complete. Step two, in progress." Goblin said to himself as he looks at the device holding the symbiote. That's when he began laughing mad again and flew out of the building.

His plan has just begun.

* * *

 **And there you have it people. If you enjoyed this chapter then please direct all your praise and admiration to** **bcarandang1** **. She's a truly remarkable person and a talented author, please give her other stories a read, when you have the time.**

 **Until next time Captain Rex75 out.**


	2. Chapter 2

**Ok people and now here's the alternate version, written by yours truly.**

 **This version of the chapter has been altered in order to fit into the canon of Avenging 10. So several scenes have been re written, extended or cut completely from the chapter, in order for it to make sense for when I eventually come around to these characters and events.**

 **Enough talk and on with the show.**

* * *

 **Mania (Alternate Version. By CaptainRex75)**

The Avengers Mansion stood strong and proud under the morning sun. People who walked past would stair through the perimeter fence, hoping to catch a glimpse of at least one Avenger moving around the Mansion. Sadly on a day like today, they would miss their chance, as the Mansion was unusually quiet today.

Within the walls of the grand building, inside the kitchen, with his head lying upon the table, is the tired form of Ben Tennyson. Ben let out a long yawn as he stretched his sore muscles from his position in his chair. With everyone but Wasp out of the Avengers Mansion today, he's not really in the right mood to do some patrolling today. After awakening from another nightmare, Ben spent another session in the training room. However, todays training session was a little rougher than usual. As such, Ben pushed himself too far, resulting in him overexerting himself. As a result, the teen hero was now exhausted and sore from the exercise. He could bairly lift his head up to smell the delicious breakfast Wasp was currently cooking for him.

"If you keep frowning like that, your face will melt and spill on the table." Janet joked as she places a plate of fried eggs and a mug of hot chocolate in front of Ben. "Looks like someone over did it in the training room today."

As Jan dusts her hands, Ben groaned, "Why couldn't Hulk or Thor stay? What does Hulk even do when he's not smashing?"

"Actually, today's Banner Day, so he's out fishing with Cap. Besides, Thor's in Asgard, Tony's having a meeting, Hawkeye's still searching for Black Widow, T'Challa's in Wakanda to visit his tribe and Hank's, well... doing science stuff again in his lab." Jan replied to Ben while she prepares her coffee.

"That's all they're doing?! Come on! I need my sleep. Why can't they do the patrolling?" Ben complained more as he finally gets his face off the table and grabs a fork to finally eat.

As Ben pokes the egg on his plate, Jan rolls her eyes and takes her coffee mug to the dining table and sits down. "For someone who claims to be a saviour of his universe, you sure complain a lot about hard work." Jan points, smirking before sipping her coffee.

"Hey you do a training session on Level 9 and see if you can go on patrol afterwards." Ben replied while chewing on a piece of the fried egg.

"You're an inspiration to us all." Jan replied sarcastically with yet another smirk on her face. "And for your information I get quite a workout on Level 3. Works up a good sweet and keeps me on my toes. I'm not one for those body builder bodies."

Ben just rolled his eyes as he chews his food.

* * *

Meanwhile in Midtown High School, a simple girl around about 16 years old, named Andrea Benton walked through the halls. She had short purple hair, which she dyed herself, and equally purple eyes, due to contact lenses she wore. For clothing she wore a simple sleeveless purple shirt with black stripes, black skirt, purple knee high socks with black shoes. But what stood out most of her appearance was her piercings. She had two lip rings on her lower lip, one piercing in her nose and one final one on her right eyebrow. Andrea held her books closer to her, as she nervously tried to avoid anyone that walks the opposite direction.

However, she failed to avoid someone, causing her to bump into her and spill the person's own drink on her cheerleader uniform. The cheerleader in question was a teenage girl around about 16 years old, with blonde hair and violet eyes. She wore the standard Midtown High Cheerleader uniform that was now dripping with soda. This is Sally Avril, the most popular girl in school.

Sally looks at her uniform in disgust then looks at the innocent Andrea with anger. "You did not just do that." Sally angrily said in a Boston accent, as she puts her hands on her hips while her other cheerleader friends behind all look at each other, whispering to each other. Some of them even say "Uh oh" mockingly at Andrea, as if warning her about what's about to come.

"I'm really sorry! I... I wasn't looking. I'll... I'll make it up to you..." Andrea apologized as she hastily tried to wipe off the spilled soda on Sally's uniform, but that only succeeded in making it worse.

The passive aggressive cheerleader simply just swats away Andrea's hand that was wiping her uniform and says, "Stop. Just stop. You really wanna make it up to me?"

"Yes..." Andrea replies as she shyly covers her mouth with her books.

Sally smirks at the 'Dork's' response. "Turn around and close your eyes." She ordered. When Andrea does so, Sally opens her palm and gestures to her friends behind her. One of them hands her a different cup of soda. Sally then opens the cup...

... And then pours it's contents on Andrea's head, the soda dripping all over from her head down to her chin. Andrea didn't even do anything. Not scream or complain. This is her life. Constantly bullied everyday.

Only this time, even the most popular girl in her school is now bullying her too.

As Sally and her friends all walk away, laughing, Andrea just silently cries as she walks to the ladies' bathroom.

* * *

Meanwhile, just outside the school a figure suddenly crashes down on the roof of the school, causing the roof of the place to crack, throwing up some dust in the process. Once the dust dissipated, the figure got up to reveal a being, clad in a white cloak and an armored suit, A skull-like mask covered his face. This is the villain known as Taskmaster, mercenary for hire and member of the Masters of Evil. The Mercenary groaned as he got to his feet, his armor softened the blow of his fall a little bit, but he was still a little dizzy from the impact.

As he got back to his feet, the hulking red being that is Ben's alien form Four Arms dropped down a few feet in front of him, quickly followed by Wasp.

"Just went out patrolling and we run into you, Tasky. It's like this universe wants us to be best friends." Four Arms joked as he cracks all four of his fist while Wasp stands on his shoulder.

Taskmaster rubs his head to make the ringing in his ears go away as he shakes his head in pain. "Should've known you'd get in my way again, Alien Boy. But I don't have time for games. I got a delivery to make." Taskmaster says to the Tetramand as he draws his sword his sword.

"Awww, Ben, he's gonna be a father! Give him a hug!" Wasp says with an obvious hint of mocking on her tone as she smiles at Taskmaster.

"That's not what I meant!" Taskmaster angrily replies, but was only greeted with Four Arms running at him, forcing him to swing his sword at the alien. Unfortunately, all it did was break upon contact with Four Arms' skin. This gave Four Arms the chance to bear hug Taskmaster and start tightening his grip, causing the mercenary intense amount of pain.

Fortunately for Taskmaster, he has one more trick literally up his sleeve. As he endures the pain, he produces a small circular device from his left sleeve and stuck it to one of Four Arms' arm. It then produced an electric shock that blasted the Tetramand with a lot of volts of electricity. This forced him to let go of Taskmaster, who unfortunately was also zapped in the process as he and his enemy fall down dazed, still feeling a little bit of sting from Taskmaster's own device.

Because of this, Taskmaster accidentally dropped something from his pocket, the one he's supposed to deliver: two small capsules with some kind of black substance inside them.

Wasp, worried for Ben, flies towards Four Arms, "You okay?" She asked, as she rubs his head with her tiny hands.

While the two heroes are distracted, Taskmaster barely recovers as he sits up and attempts to endure the remaining shock in his system. He finally noticed that the capsules he was carrying had fallen out of his pocket. When he tries to grab it, he was unfortunately zapped multiple times by Wasp in his face. This forced the villain to try and block the stingers but Wasp started zapping around his eyes to prevent him from seeing her. "Take this! And that! And... the other thing!" Wasp said as she keeps zapping the one that hurt her friend.

In the midst of battle, Taskmaster accidentally kicked one of the capsules into a nearby vent, leading to one of the bathrooms in this school.

* * *

While the battle was taking place outside, Andrea was still in the bathroom, crying her eyes out as she washes her face with the water from the faucet. She's been in this school for almost four years now. But nearly everyday, she has to endure being bullied just because she's weird and some sort of nerd. Her whole life, she's been enduring such pain. It doesn't really help that her father's already terminally ill but still works himself to the bone, trying to help pay for her tuition, instead of undergoing treatment. With her mother gone and her father driving himself to death, Andrea just wants to have a normal life.

But she's alone. No one there to help her but herself and her father. It's all those bully's faults...

As the noise of the faucet pouring out water and Andrea's inner monologue cloud her own sense of hearing, the symbiote capsule drops from the vent leading from the roof. It crashed on the floor, breaking and unleashing the black ooze within it.

"It's all their fault... I didn't do anything wrong but they always hurt me..."

Suddenly the black ooze began to move as if responding to her anger. The more Andrea though about the bullies, the more the anger flooded through her like a poison. The black ooze then suddenly sprang to life sensing the intense emotions of a nearby being. It followed the voice it hears and slithers towards her.

"I already try my best to hide from them... but those jerk... they always... they always find me... and find a way to hurt me..." Andrea whispered to herself as she wipes away her tears.

However, with her emotions only growing stronger, the ooze finally attaches to her, shocking her. "What?! What is this?! No wait!" She yelped as the black ooze flowed over her like flood, covering her whole body.

And after the bonding process...

...Andrea opens her new white eyes.

* * *

Back on the roof, Four Arms shook his head finally clearing it, rubbing his head in pain as he tried to make the sting go away. However, he was immediately surprised when the tiny Wasp lands on his lap, hurt. Wasp coughs as she dizzily tries to get back up. Four Arms looked at where Wasp came from and only saw Taskmaster picking up the only capsule left on the ground and puts it back in his pocket.

"I'd love to hang around, Kid. But like I said. I have a delivery to make. And my client can't wait any longer." Taskmaster says to his arch-enemy as he takes out a small ball and throws it on the ground, exploding into a wall of smoke, covering his tracks.

When the smoke settled, Taskmaster was gone. "Great. Look like Tasky's been watching Ninja movie's." Four Arms' complained as he and Wasp recover, standing back up. Or in Wasp's case, flying back up.

"I dunno. With that white cloak, Kung Fu moves and mysterious background. He's like that Moon Knight guy on the news..." Wasp comments on Four Arms' joke.

Before Four Arms can ask who's Moon Knight, they hear a ton of screaming down below. They looked over the edge of the roof they're on and see a bunch of students running out of the school. They all look like they're getting away from something inside the building.

As the last students running from the school emerge, which is Sally Avril and her friends again, there's one last person coming out of the place. And she looks angry.

It was clearly a female, due to her body structure. With her body covered by the black suit, complete with a spiky hair-like structure on her head, spiked gauntlets, spiked kneecaps and bots with the familiar white spider symbol on her chest extending to her back. Finally her face contained a pair of large white eyes and underneath them was a mouth filled with razor sharp teeth, with a long red tongue snaking in and out of them.

"WE ARE MANIA!" the creature screeched as black tentacle-like tendrils emerge from her back.

* * *

From the roof, as Four Arms turns back to Ben, wearing his green mask and cap to conceal his identity, he and Wasp are just too surprised at what they're looking at. "You have got to be kidding me..." Ben complained, After his team up with Spider Man against the Sinister Society, he instantly recognised the appearance of a symbiot having fought and reformed Venom. Now it seemed that there was more than one symbiot out there. Which only equalled more trouble for the heroes.

Mania walks over to Sally and her friends menacingly. When the school guards attempt to attack her with their batons, all the batons did was break upon contact on Mania's face. Mania just looks at them in a bored manner and uses her tendrils to grab them by their feet and throw them at the school fountain nearby.

"Okay. I gotta stop her before anyone else gets hurt." Ben says as he activates the Ultimatrix and starts scrolling through his alien forms.

"Wait, what about Taskmaster? We can't let him escape!" Wasp points out as she flies up to Ben's face to distract him away from his Ultimatrix.

"Ummm... Why don't you call Hawkeye and track him down? Someone's gotta keep She Venom over there busy." Ben replies and he finally slaps down the Ultimatrix covering his entire body in emerald light.

* * *

As Sally attempted to run away, Mania simply jumps over them and stops them in their tracks by landing in front of them. Mania then grabs Sally by her neck and begins choking her. "You think it was so funny dumping soda on Our head? Let's see you laugh when We dump you in your own blood!" Mania yelled, baring her teeth as she choking Sally harder.

Sally struggled to breathe. When she looks around for anyone to help her, she was saddened to see that everyone had simply turned tail and ran away from her and Mania. Sally just looks back at Mania as she just waits for her breath to disappear.

Suddenly, Mania gets tackled, forcing her to release the cheerleader. Sally begins coughing and sees the person who just saved her. It's Echo Echo. Four of him, to be exact.

"Okay. Miss." The Prime Echo Echo said.

"Let's. Get. That. Suit." One of his clones added.

"Off. Of. You." The next one ended.

Mania's right eye twitches in annoyance as she hissed at the Alien Hero. "Get out of Our way! We want that girl dead!" Mania yelled and she immediately fires black webs from the tops of her wrists at the alien clones.

The Echo Echo's all jumped away go dodge her webs and they all surround her in a circle. They then all used their sonic screams at the symbiote-infected girl, causing her unpleasant pain. Not just her, but it affected the symbiote more. The black suit began screeching more than Andrea herself as it looks like it's getting separated from Andrea's body. However, Mania was able to focus enough to be able to fire several webs from her wrists, each landing directly on the Echo Echo's mouths, silencing them. With the pain now ceased, Mania glared at the Alien Avenger with hate filled eyes as she launched herself at them, her taloned hands raised.

As the fight kept going, Sally took this time to run away.

* * *

"So Ben ditched you to go with a different girl? Man, every guy you meet just tries to avoid you, huh?" Hawkeye says to Wasp through their Avengers card. "Hank, Ben... Who's next, Tony?"

"Clint, shut up. And for the record, Tony ditches every girl he finds to find another." Wasp points out as she continues flying around the skies to head back to the mansion. "Meet me back at the mansion. We're gonna need something to track down Taskmaster."

"I'm halting my search for a copycat? No thanks. Go grab Hulk or something." Hawkeye just replied and is about to turn off his card until Jan says something that catches his attention.

"You know... Taskmaster works for Zemo... and Zemo was a leader of Hydra... You know who else works in Hydra?" Wasp says with a teasing tone.

Hawkeye was silent over the card for a few seconds. He finally replied, "I'm on my way."

"Knew you can't resist. You just love Black Widow that much." Wasp joked.

"Alright. That's enough. Geez." Hawkeye retorts and turns off his card.

As Wasp puts away her own card, she kept flying, asking herself, "Wonder where Taskmaster is headed, though. Does Zemo have some secret hideout or something?"

* * *

However, Wasp's guess couldn't be more wrong as Taskmaster is now currently outside an old abandoned building, with boarded up windows and doors. However, that was only how the building appeared on the outside.

Taskmaster walked up to the door and pushed the door aside and walked down the old corridors until he came to the lit doorway at the end. He then proceeded to walk into a large laboratory area, with several bottles and beakers containing different liquids and substances, lined the benches. And at the centre of it all was the man Taskmaster Assumed was the client, as they only contacted him over the phone on a secure line.

"I got what you needed." Taskmaster says to his client, as he pulled out the remaining symbiot, not mentioning that there were two of them and he lost the second one.

The man at the table then stood up and turned to the Mercenary. He was a man of average build, with brown eyes, which where covered by his eyeglasses, and hair shortly cut and a moustache. He wore a white lab coat over his white collared shirt and red necktie. His name is Miles Warren, Lead scientist of Empire State University's genetics department.

"I assume the directions I gave you were hard to follow. Other wise how else would you explain your tardiness." Professor Warren snidely remarked as he approached the Mercenary. "Punctuality is essential Mr Taskmaster. You wouldn't want future clients to believe you are inadequate?"

"Cut the small talk, Doc." Taskmaster cut in, his patience towards the Scientists insults growing dangerously thin. "Where's the payment you promised?" The skull-masked mercenary asked.

"You will get your money once I find out that this symbiot is what I actually wanted. False advertising is bad for business." Professor Warren replied. He then turned back to his table and placed the capsule into a machine and stars typing a few keys into it.

Taskmaster, after growling a little in annoyance, crossed his arms and leaned against the wall as the scientist ran his diagnostic. He's not leaving without getting paid.

* * *

Back at the school, all the Echo Echo clones were getting knocked into each other by Mania's tendrils like a Newton's cradle. Eventually they all ended up fusing back together into one. Echo Echo rubbed his head in pain as he just thinks about what just happened. He recalled how Spider Man once told him that to beat a symbiot, you need intense vibrations like sonic waves. For some reason, Mania is more resistant to sonic waves than Venom is.

"This. Is. Not. Good." Echo Echo comments as he looks back at Mania, who is walking towards him menacingly. Realizing that Echo Echo might be too weak for this but Ultimate Echo Echo being too strong that he might accidentally kill the host of this symbiote, he switches to something different.

He then slapped the Ultimatrix symbol on his chest and was engulfed in an emerald light, blinding the symbiot attacker.

"DIAMONDHEAD!" the crystal alien called out. "I need to make a phone call." He quipped as he slammed his fist into the ground in front of him and suddenly, Mania is trapped in a pyramid made of diamond, imprisoning her until Ben gets a clue to how to beat this new symbiote. With Mania trapped, Diamondhead taps on his Ultimatrix symbol, turns back to Ben and then activates the communicator within the alien gauntlet.

* * *

In the small peaceful neighbourhood in Queens, one individual was not having a very good day. Peter Parker, also known as the Web slinging superhero Spider Man, was currently wrapped up in bed looking like he caught the plague.

Actually what he had was even worse than the plague. Earlier today, his Aunt May discovered an insect infestation in their house and like any reasonable woman; she took it upon herself to spay every corner of the house with pesticide. However the pesticide she used contained the compound ethyl chloride, a substance that's extremely deadly to spiders. And due to Peter's Spider DNA, that made the compound toxic to him as well. However the amount of ethyl chloride contained within the bottle is low enough that it will not kill him, but it did leave him bed ridden, telling Aunt May that he just had the flu in order to maintain his identity.

Currently the sickly web slinger was watching TV in his room, while also downing a bunch of painkillers. He chuckled weakly at some puppet hitting a real man on the head with a bat comically; he suddenly hears a ringing sound. He sits up in his bed and searched for his phone in his nightstand.

However, when he did find it, he finds out it's not even ringing. Something else is making the noise. He looks everywhere until he noticed the communicator Ben gave him, is ringing while under his bed with his Spidey Suit. The disc-like gadget continued to beep and flash green as the weak wall crawler picked it up. He then pressed the centre of the device to answer the call.

"Parker residence. This is Peter Parker." He quipped in a harsh croaky voice.

* * *

"Hey, Pete! It's Ben. Boy you sound like hell. What happened?"

"I got poisoned by my Aunt. Nothing to serious, but I feel like I just got a letter of acid poured into my body." Peter explained weakly.

"Cool. Cool. Cool. Say, uhhh, I just wanted to know, aside from sound waves, what else can harm a symbiote?" Ben asks casually, to make sure Peter doesn't think he's in battle. If Peter was that sick, then Ben didn't want him to push himself by swinging into battle in his condition. Knowing Peter that's exactly what he'd do.

"Uhhh, well, fire works too. Probably try some electricity as well. Why do you ask? You're not fighting another symbiote, are you?" Peter asks back through the communicator.

Although Peter can't hear it, the diamond prison Mania is in is beginning to crack. "Uhhh, nope! Just doing some research for Hank and Tony. Uhhh, thanks for the tip! Bye! See ya later! Get well soon!" Ben rapidly said.

"Huh? Okay, sur–" Peter tried to reply but Ben immediately dropped the call, not wanting Pete to get involved any further.

"Okay. Fire and electricity, huh? That'll work, only I'll have to keep the temperature low, wouldn't want to hurt whoevers underneath that slim." Ben mused as the diamond pyramid explodes into dust. As rubble and small diamond shards fly off, Ben narrows his eyes and sees Mania coming out of the cloud of dust she made. The She Venom then growls and lunges at Ben.

As she does that, Ben activates the Ultimatrix and slaps down it's dial. A blinding flash of green light erupted from the alien device as Ben transformed into an alien completely enveloped by fire and brimstone.

"HEATBLAST!"

The alien hero, quickly blasted fire into the ground from his hands, launching him over the leaping over the Savage She Venom. Mania combat rolled across the ground where Heatblast previously stood. Hissing as her arm brushed up against the smouldering pavement, burning her arm.

Heatblast landed on the ground and turned to face his opponent. Mania snarled as she fired several weblines from her body, in an attempt to tie up the flaming alien. However, unfortunately for her the black webs were instantly set ablaze the second they made contact the fire aliens skin.

Heatblast smirked. "Sorry smiley, but I'm to hot to handle."

He then fired a beam of fire at the symbiot-infected girl. Mania easily dodged the beam and tried charging the hero. Only for him to blast the ground, directly in front of her, creating a wall of fire. Mania hissed as she backed away from the flames, the heat so intense that the symbiot started to bubble and wither away from her arm.

Quickly figuring out that there was no way for her to defeat her enemy in close combat, Mania attempted to flee from the scene. However, Heatblast was two steps ahead of her and he took of into that air, creating a platform of fire under his feet that he used as a surf board and flew around the Symbiot creature. He then proceeded to blast a stream of fire at the ground surrounding Mania, creating a ring of fire, trapping the She Venom inside.

Heatblast then landed on the ground, watching as the symbiot-infected girl tried desperately to escape from her firey prison, but the intense heat of the flames prevented her from moving.

"Whats the matter? Cant take the heat!" Heatblast taughnted. He then concentrated and focused his power on the flames. As if apart of his own body, the flames responded to Heatblasts command, as they grew taller and hotter, melting the pavement as they did.

Heatblast could hear the shrieks of Mania from within the fire as the symbiot lashed out in pain from the heat of the fire.

He wanted to stop, hearing her in pain like that made the Alien hero feel sorry for the creature. But he saw what it did to Eddie Brocks mind, he saw how these creatures took a hold of their hosts and made them prisoners in their own bodies. He would not let anyone else suffer that same fate, not if he could do something about it.

Heatblast willed the flames to get even stronger as the She venom let out a final blood-chilling screech, before it fell silent. In one swift reflex, Heatblast held out his hand and the fire flowed into them like a vacuum, snuffing themselves out, leaving nothing but a large melted circle in the middle of the school courtyard.

Heatblast walked over to the centre of the ring and saw an unconscious teenage girl, around 16, with short purple hair and a number of piercings on her lip, nose and eyebrow. Lying next to her was a black puddle that was her enslaver. His eyes narrowed as he glared at the motionless blob, now he had to make sure no one else would become enthralled by this evil creature.

* * *

Back at Professor Warren's lab, the scientist was busy analysing the Symbiot sample with Taskmaster standing not to far behind him. The Copycat Mercenary, tapped his feet in annoyance, he'd really hoped to be paid at this point. But the scientist was being really stubborn as he tested the authenticity of the product.

"What exactly are you doing?" Taskmaster eventually asked.

Professor Warren didn't even look up from his station. "Are you familiar with a creature called Venom?" he asked casually.

"After all the work I put in to get that thing for you. Yeah I'm pretty familiar with that thing. Though I though SHIELD took it?"

"They acquired the original specimen." Warren clarified. "But as a fellow Scientist, I knew that Dr Octavius would have kept a separate sample for latter study." Suddenly the machine he was working on, beeped as the screen lit up green. Professor Warren gave a satisfied grin as he removed the capsule from the machine.

"It seems everything is in order." The scientist said. "Your payment will be along shortly."

The scientist then loaded the capsule into a machine connected to a huge cylinder located in the lab. The cylinder itself also has a bunch of rubber tubes connected to it from above. As the machine starts stirring the symbiote like a blender, Professor Warren presses a button on the console connected to the machine. This prompted the machine to stop stirring and transfer the newly stirred symbiote into the cylinder. The symbiote tried to escape by trying to go through the glass, but the cylinder is reinforced so it's not going anywhere anytime soon.

"The data that has been shown to us, this 'symbiote' provides it's host with incredible power and speed similar to those of Spider Man. But despite these numerous advantages, it seems that the creature is highly susceptible to intense vibrations and heat. I intended to improve upon those flaws and create a new form of organic armor that will surpass both Rhino and Molten Man combined." Warren explained. He then turned and smirked at the Mercenary. "Even be a match for a certain shapeshifting Avenger."

That last part really got Taskmasters attention. If this new armor could allow him to finally be able to match the shapeshifters vast power, then perhaps he would finally be able to destroy him and take the device for himself.

As the scientist starts pushing buttons in correct order, the tubes from connected to the cylinder the symbiote is in starts spraying some sort of white gas into the container and it began covering the parasite.

"By combining the subdermal armor's enhanced durability and resistance, the DNA samples from ESU's genetically engineered spiders to enhance it's abilities and a small dose of the gene cleanser to stabilize it, the new symbiote will now be much stronger without gaining the weaknesses of it's previous form." The scientist explained more as he and Taskmaster watched the raven colored symbiote suddenly change it's color into a white one with only a few streaks of black on it.

"Mr Taskmaster. May I present... the Anti Venom symbiote." Warren introduced as he gestures to the symbiot's new form.

"Interesting. Baron Zemo will be impressed by this." Taskmaster said as he approached the new symbiot.

However Professor Warren moved to block his path. "Careful, the mutation process is still in effect. The stress from the procedure has left the creature in a very fragile state, unleashing it now would be like setting a ravenous dog loose on a group of sheep." He warned. He then turned around and fixed his glasses by pushing it up back on his nose. "Besides, we'll need a test subject in order to see what it's capable of."

Before Taskmaster could respond, the door to the lab exploded, causing dust and smoke to emit from where the door used to be. Professor Warren immediately took cover behind the counter, while Taskmaster stood at the ready for whatever came through the door. When the smoke cleared, Hawkeye and Wasp appeared in the doorway, with the latter in her shrunken size and the former with an arrow drawn.

"Found ya!" Wasp excitedly says as she makes her hands glow with yellow energy. Hawkeye takes aim at Taskmaster as well.

"By the way, whoever owns this building... Call Tony Stark to pay for the damages." Hawkeye joked.

Taskmaster groans in annoyance and lazily pulls out his sword from his back. "How'd you two find me?" The mercenary asked.

"For a guy named Taskmaster, you sure don't know how to multitask. You can't even make an escape while also dodging traffic cameras?" Hawkeye joked some more but also pointed out Taskmaster's flaws.

"We had JARVIS scan all traffic cameras that may have picked you up in their footage. We found some that did and they lead us here." Wasp explains some more.

Taskmaster huffs in annoyance and just goes ahead and takes out one of his pistols, firing it at the heroes. While the size shifter and the archer managed to dodge by either flying to the side or diving into cover, Hawkeye fires an arrow at Taskmaster, heading for his head.

But, surprising Clint, Taskmaster merely swatted the arrow with his sword with intense reflexes. The deflected arrow ends up spinning in mid air before landing on the ground like a useless stick. "Don't take it personally when I bullseye an arrow through your skull." Taskmaster says menacingly to Hawkeye as the mercenary puts away his pistol and takes out a collapsible crossbow and starts firing small yet deadly arrows at the purple clad trick shooter. Hawkeye ducks behind cover again to dodge the shots and prepares an explosive arrow.

"You're going to try to out-archer me? Good luck with that." Hawkeye taunted back and he gets up from cover and fires the arrow.

As the battle commenced, Professor Warren peaked out from his hiding spot. Seeing how the Mercenary had the Avengers attention occupied, warren took the opportunity to try and escape with his new creation. He hastily got up and started removing the clamps that held the symbiot's container in place.

However, just as he removed the last clamp, an arrow fired from Hawkeye sailed right passed Taskmaster and collided directly with the glass of the container. The arrowhead, sunk right into the glass causing a web of cracks to spread across the container. Professor Warren's eyes widened as the symbiot paused it's thrashing and appeared to be gazing at the weakened glass. It then recalled back and slammed right into the glass, causing it to crack even further.

"No! My Anti-Venom!" Warren screamed just as the symbiot, smashed right through the glass, flowing straight towards the scientist. His scream was enough to gain the attention of the combating Avengers and Master of Evil, as they turned to see the horrific sight.

The Symbiot, flowed all over the struggling Professor fusesing itself with his body. As the slime completely bonds with him, he body began to change. He became more buff with orange eyes and an orange mouth, and his face is black and white. He is white all over with a black spider symbol. He is larger than his previous human body and looked extremely menacing.

This is Anti Venom.

At first the creature stood motionless, as if unsure what to do. The heroes and villain stood in silence as they stared at the monstrous creature in front of them. Then suddenly, the creature let out a savage roar as tendrils starts waving out of its body.

Wasp, Hawkeye and Taskmaster primed their respective weapons and powers as they faced the creature, forming a wordless truce in the process as it was clear to all of them that this thing was a much bigger threat.

"Friend of yours?" Hawkeye jokingly asked Taskmaster.

"If it were, do you really think id be pointing my gun at it." Taskmaster snapped back.

"Hey, we don't know how you treat buddies in the Masters of Evil." Wasp quipped, although despite her confident tone she was visibly shaking at the sight of the Symbiot monster.

Taskmaster then glanced at Wasp. "Call your alien buddy. This thing was designed to be stronger than Venom. Even with our skills, we wont stand a chance against it."

"You mean, my skills. You can't do anything original Skullhead." Hawkeye jabbed, figuring he'd get one last burn in before the berserk symbiot torn him apart.

And just on que, the creature known as Anti-Venom, gave another roar and leaped right at the three individuals.

* * *

Back at the school, Andrea weakly wakes up, rubbing her head in pain as she slowly opens her eyes. Once fully opened, she sees some sort of humanoid creature made of flame, molten lava and rocks. This same creature is looking at a splat of black liquid ooze on the ground.

"Lady, you really need to get better clothes. May I suggest a friend to help you in shopping?" Heatblast joked. Then his expression turned serious as he knelt down to her level. "Its ok now, you're free. This thing wont control you anymore."

The girls eyes widened as she looked up at the alien hero. But instead of a gratified expression on her face, she glared at him in anger. "You're... You're one of those Avengers. Wh-Why did you stop me? Those girls... They had it coming..." Andrea attempted to complain only to experience pain in her head, causing her to clutch it in pain.

"Easy, there. You took beating..." _from me_ Heatblast added in his head. But the alien hero was a little surprised that the girl wasn't more grateful to him for freeing her from the symbiots control. "What do you mean they had it coming?"

"They... They're always bullying me. Push me around. Humiliate me. I just... hate them so much... If only you didn't stop me, I would've..." Andrea tried explaining, choking back sobs in between words.

"You would've, what? Killed them?" Heatblast questioned with a stern look on his face. Andrea's head immediately shot up eye eyes wide in shock.

Heatblast then continued. "You think that just because you got power then you can use it to take out anyone who's messed with you? Sorry but that's not how it works. If you stoop down to their level, then you're no better than them. You have to show that you are stronger, don't seek revenge, rise above and be a better person." Heatblast then leaned in and placed a hand on the girls shoulder, making sure to lower his temperature so he wouldn't burn her. "Look kid, revenge isn't always the best solution. Trust me on this. Once you let it in, it's like a poison. It'll take you over and before you know it." He paused as he glanced at the inert symbiot beside them. "It can turn you into a monster."

Andrea looks down in deep thought, thinking about what the Alien Avenger had just told her. Maybe he's right. Maybe...

The moment was interrupted when the Ultimatrix started beeping. When Heatblast tapped on it, it brought his Avengers ID card from it's sub storage. Heatblast picked it up and it started playing Wasp's voice, saying, "Ben? You there?!"

Heatblast face palmed at Wasp's words. "Jan, what have I told you about saying my name in public? Seriously does, secret identity mean nothing to you?"

Andrea couldn't help but giggle at the alien heroes outburst.

"Oh, I'm sorry. It's just that I didn't have time to think things through when THERE'S A GIANT MONSTER TRYING TO KILL US!" Wasp yells through the comms, even causing both Heatblast and Andrea to wince.

"What is it? What's the sitch?" Heatblast asks.

"No time to explain! Just come here fast! We're at an old abandoned building in Clinton." Wasp rapidly said. In the background, Heatblast and Andrea can hear a roar and Hawkeye complaining. "AND HURRY!" Wasp added loudly and the comms turn off.

"I'm on my way." Heatblast says as he puts away his ID card and slaps the Omnitrix symbol on his chest, "XLR8!" the alien yelled after a flash of green light.

Andrea looked at the alien hero in awe, his word echoed in her mind and a new sense of purpose filled her. She reached out and touched the alien on the shoulder, causing him to look at her.

"I'm coming too." She said determinedly.

XLR8 looks at Andrea with a raised eyebrow. "Uhh look I appreciate the offer. And id take any help I can get. But I would look pretty irresponsible if I showed up with a teenage girl with no super powers, tech or skills to a monster brawl." He pointed out to her.

In response, Andrea gave the transformed teen a cheeky grin. "Who said I don't have powers."

She then looked down and XLR8 followed her gaze and saw the immobile symbiot, still on the ground. Andrea then started to reach down to touch the black substance, but a clawed hand grabbed her wrist to stop her.

"I wouldn't do that." XLR8 warned. "I've seen first hand what these things can do to someone's mind. The take you over and make you hate and despise everyone around you, even your own friends. Itll make you its slave and make you a prison in your own body."

Despite the grim warning the Alien Avenger gave her, Andrea simply raised and eye brow. "Really? Cause that's not what I felt at all."

Now it was XLR8's turn to look surprised. "Say what?"

Andrea looked down at the symbiot as she recalled her encounter with it. "When I was bonded to it, I never felt imprisoned or pushed to hate everyone. Sure I attacked the Cheerleaders, but that's because I wanted to. This thing, it understood me and wanted to help me. And when I was bonded to it, I would feel its pain as well. How it abused, misunderstood and mistreated by those around it." She then looked XLR8 in the eyes. "We understand each other and we want to help each other. So please, let us help."

XLR8 thought for a hard moment, one the one hand she seemed very genuine in her statement. But then again, she could just be saying what she needs to in order to rebond with the Symbiot and attack him. But as the teen hero looked into her eyes, he could she that she truly meant every word she was saying. While he didn't trust the symbiot, he felt that he could trust her, and that would have to be good enough.

"Ok, Ill trust you. But you only get one chance."

Andrea grinned as the alien released his grip from her wrist. "That's all I'll need."

She then crouched down and put her hand on the black ooze on the ground. While the symbiote that was temporarily weakened by Heatblast earlier assault, it began to feel alive again as it began fusing with Andrea once more, becoming Mania. Back in black, Mania stands back up and clenches her fists tight, feeling the symbiote all over her body. She looked exactly the way she did before, only this time she lacked the mouth, much like Agent Venom when he took control of the symbiot.

"Don't know about you. But I could use a little redemption right about now." Mania stated.

XLR8 smirks at the She Venom and closes his visor. "You got a name, kid?" He asked.

"Andrea Benton, but my friends call me Andi." She responded.

"Nice to meet you, Andi" XLR8 said.

"Nice to meet you too… Ben." Mania responded with a smirk.

XLR8 groaned as placed his taloned hands to his temple. "I am so gonna have a serious talk with Wasp when I get home."

"Hey its not that bad." Mania tried to defended, but XLR8 simply shook his head.

The alien then turn to face her and gestured to his back. "Hop on." He suggested to the lady. Mania smiled under her mask as she climbed onto XLR8's back, wrapping her arms around his neck and her legs around his waist. XLR8 blushed at how firm she felt in the skin tight alien suit, but he quickly shook those thoughts out of his head. Once he was sure she was secure, XLR8 took off at blinding speeds down the streets of New York.

* * *

Zooming across the city, XLR8 and Mania, hurry as fast as they can to location Wasp sent to him.

Once they near the area Wasp described, they immediately hear a loud crashing sound and see the front of an old building, explode in a cloud of dust. Out from the dust could, flew the beaten form of Taskmaster, who flew several stories into the air before rapidly descending back to earth.

Despite the fact that they are archenemies, XLR8 did not want to see the Mercenary end up like street pizza. "Mania!" he called out to his passenger. The She Venom understood the signal and fired a webline at the falling villain, tying up his boots. She then whipped the other end og the webline around the top of a street light, leaving the mercenary hanging there like creepy piñata.

"We're just gonna leave him there?" Mania asked as she remains hanging on to XLR8 as they head to the source of the explosion.

"It no more that he deserves." XLR8 responded. "We gotta focuse on the big picture here. Whatever did that to him is still inside, well deal with that first, then come back to him later."

"So you just left him hanging. Not cool dude." Mania said in a sarcastic tine.

"Im starting to like you already, She Venom." XLR8 compliments the young hero.

Finally entering the building Taskmaster got thrown out of, the Raptor-like and the symbiote warrior stair in shock to see the monster that is Anti Venom attacking Wasp and Hawkeye.

Hawkeye fired a sonic arrow at Anti Venom, but even with the intense sound waves, Ant Venom didn't so much as bat an eye as he caught the arrow before it hit him and bit off the tip of the arrow, breaking it. The berserk symbiote then growls at Hawkeye. However, it was immediately interrupted when Wasps started firing her stingers at it's face.

"Take that! And that!" Wasp kept yelling at Anti Venom, even though her stingers aren't doing anything. Anti Venom merely grabs Wasp, causing the size changing heroine to struggle out of the symbiote's grasp. Anti Venom attempts to crush her, but then XLR8 zooms into the room and slams into the mutated symbiot at breakneck speed, knocking it away into the wall and causing it to release its grip on Wasp in the procees.

XLR8 caught the size-changing heroin in his claws as she coughed from having the air squeezed out of her.

"Why do I even bother doing that?" Wasp lampshaded as XLR8 sighs in relief that she's ok.

Hawkeye walked over to his teammates, but then notices Mania standing a few feet away.

"Who's your girlfriend?" Hawkeye asks XLR8 as he takes out another arrow.

XLR8 facepalmed and let out a groan while Mania blushed under her mask, "First, not my girlfriend. Second, she calls herself Mania. She's on our side."

Wasp raised an eyebrow at the sight of their new ally, but if Ben said she was ok, then it was good enough for her.

Before anything else could be said, crumbling of building debris gained the attention of the heroes as they turned to see Anti-Venom, emerge from the wall he was tackled into. The Avengers, plus Mania, got into fighting stances in response.

However, instead of attacking straight away, Anti-Venom just stood there like a deer in headlights. Its eye locked directly on Mania, campleatly mesmerised by the mere sight of her. Then suddenly that stunned look, turned into on of pure rage. The berserk symbiot then let out a mighty roar as it charged straight for the group.

Hawkeye fired an explosive arrow, but the creature simply shrugged of the explosion. Wasp tried firing her stinger, but again the charging monster ploughed straight through them. XLR8 then charged at Anti-Venom, intending to repeat his speedy battering ram move, but the savage symbiot learned from the first time and unleashed several tendrils from his body that tripped the speedy alien, allowing Anti Venom to easily backhand him.

Now Mania took her turn as she leaped into the air and chocked back her fist, ready to deliver a right hook to the monster face. But with an all mighty roar, Anti-Venom tackled Mania right out of the air and they both crashed into the ground.

A wave of pain flooded over Mania's body the second her body came into contact with Anti-Venom. She looked at where his giant hands gripped her and to her shock, she saw her symbiot withering up and turning grey from the white symbiot's touch. She could feel her symbiot's pain as its life force was being drained away.

XLR8 groaned as he groggily got to his feet. That creature, whatever it is, hit like a freight train. He suddenly hear a scream as he looked up to see the White Monster on top of Mania, somehow causing her great pain. Reacting quickly, XLR8 speed into action, running at full speed and rammed right into the creature, knocking it off the She Venom.

Mania, sighed in relief as the pain ceased, breathing heavily as her symbiot started to heal itself.

"Are you ok?"XLR8 asked concerned for his new friend.

Mania nodded as she got to her feet, but stubbled causing XLR8 to support her.

Wasp then flew over to them, followed by Hawkeye, who had an arrow, trained on the spot the Berserk Symbiot flew.

"What the heck was that about?" Wasp asked the two teens.

"Yeah, we've been giving that thing a headache for a while now. But then you bring your new girlfriend here and suddenly where yesterdays news." Hawkeye stated in mock annoyance.

"Why is it suddenly after Mania?" Wasp questioned, a concerned look on her face for the weakened She Venom.

XLR8 looked at her for a second, then directed his attention to the back of the room. "What even is that thing, anyway?"

"Taskmaster called it, Anti-Venom." Hawkeye answered, turning to the Alien hero. "Figured it might be related to that walking goop pile you handed over to SHIELD last week."

In any other instance, it would have taken Ben quite a while to piece together what that all meant. But to XLR8 biology, not only could he move fast, but he could process things faster that he could in his human form. As such, the realisation came screaming into XLR8's mind at Mach 6.

"Of course. Anti-Venom is toxic to regular Venom's" He said aloud. However that only earned confused looks from everyone present, so XLR8 elaborated. "Anti-Venom must have been created from samples of the original Venom, that's where Mania's symbiot must have come from as well. Anti-Venom seeks out and destroys other symbiot's, like a white blood cell seeking out a disease."

That time the response was a collective "Oh." From those present.

"So any ideas on how to stop it?" Hawkeye asked.

"Have you tried Sonic's?" XLR8 asked.

"Yep, didn't work." Came the archers response.

"Electrcity?"

"Tried that too. Only made him madder." Wasp stated.

"Fire?"

"Do you think this is our first rodeo?" Hawkeye sarcasticly stated, "We tried everything and nothing can put this thing down."

XLR8 them pondered for a second. This thing is a symbiot, it should be affected by their weaknesses. But whatever they did to this creature in this lab has made it more resilient than the others. Then an idea formed came to his mind.

"What if its not not immune to symbiots weaknesses, but just more resilient." XLR8 stated. "Ive got a plan, but well need time and bait."

"I can take care of that." Mania said as she stood to her full height. "Its after me, so getting him to chase me wont be a problem."

The others nodded and moved out to get the trap ready. But XLR8 held back and placed a talon on her shoulder.

"Be careful." He said.

Mania smirked and shrugged her shoulders. "Hey don't get all mushy on me now, Speedy Gonzales. You just be ready to blast him before he grabs me."

"Hey I got the easy job. You're the one who's on the hook." XLR8 quipped back, before speeding off to join the others.

While Mania acted confident around the other heroes, deep down she was terrified. What this creature did her symbiot, still stung and how it was able to swat the Avengers aside made it even more terrifying. But she wasn't gonna let that deter her from her mission. She was gonna prove her worth and rise above. She was gonna make him proud.

"Let's do this." Mania said aloud to her symbiot, the alien creature seemed to agree with her as it generated several tendrils from her body in preparation for the upcoming attack.

Just then Anti Venom came charging back into the room. His eye focused on Mania like a hungry predator and roared at her. Mania responded by mocking Anti Venom, as she created her toothy mouth once more and used her long tongue to blow raspberries at him.

"Hey! You really put the ug in ugly, ugly!" Mania taunted the white symbiote as she makes her mouth disappear and leaped into the air, fireing a webline and swinging though the large hole in the back of the room.

Angry, Anti Venom chased the She Venom, following her into the other room.

Anti Venom enters the room through the hole in the wall he made when XLR8 knocked him through earlier. He looked around, searching for Mania. But out from nowhere several beams of yellow stingers, blasted into his eyes, temporarily blinding the berserk symbiot.

Anti Venom howled in pain as he stumbled through the room, rubbing his sore eyes. Once his vision cleared, Anti Venom scanned the room, he then spotted Mania, hanging upside down from the ceiling using a thick string of black web.

Mania does a little mocking wave at Anti Venom, who angrily lunges at her. But before he even got close, Mania dropped down and Anti Venom lands in the certre of the room with a loud thud. Anti Venom then tried to get up. But Mania fired several web lines at the white Symbiot, pining its mibs to the ground.

Anti Venom tried to break free, but Mania webbed him up more, attaching more strings to his hands and feet to the walls and floor.

Once she was satisfied that he wasn't going anywhere, Mania cupped her hands around her mouth and yelled "Now!"

Immediately Hawkeye sprung into action, firing a cable arrow at Anti Venom embedding itself into his body. Then the Archer handed off the metallic string to Ben, who hand turned into Shocksquash shortly prior. The teen hero grabbed the cable and the fur of his body stood up on end as a massive electrical current passed right through the cable and surged straight to Anti Venom, zapping him, making him scream in pain.

After a minute of his attack, Shocksquash stopped once Anti Venom stopped struggling. The symbiote finally detaches itself from it's host, only reducing itself into a puddle, Stunned.

"Hook, line and sinker." Shocksquash quipped, earning an eye roll from Hawkeye.

As Mania lands back on the ground right beside Hawkeye and Shocksquatch, Wasp rejoins them as they look at the unconscious Miles Warren on top of the inert Anti Venom symbiote. "Yeah! Go team!" Wasp cheers, despite no contribution to the actual plan. Mania giggles at the adult heroine while Hawkeye shakes his head.

* * *

Minutes later, after making a quick call, SHIELD arrived on the scene to collect the remains of the Anti Venom symbiot and Professor Warren, who is being taken to the hospital for treatment. As medics put the unconscious professor in an ambulance, the heroes were debriefed by Agent Coulson, who shot Ben an annoyed look upon his arrival. Even worse, he told them that Taskmaster managed to slip away before they arrived.

The interviews where fairly quick, with Mania taking the longest out of all of them, which started to worry the young teen.

"So this is another symbiot, just like Venom?" Coulson clarified.

"Yes but she's not dangerous." Ben stated in her defence. "She helped us fight Anti Venom and put her own life at risk to save ours."

"Mmm Hmm." Agent Coulson responded as he pulled out a data pad. "According to this report. Midtown High School was attacked by a creature, resembling a female Venom. This creature then proceeded to rampage across school property, injure several security members and almost kill a Ms Sally Avril. Is that what you mean by 'Not dangerous', ET?"

Every hero present felt their hearts sink. This was bad, despite Mania's contribution to the defeat of Anti Venom, attacking innocent school children is something that could not be overlooked.

However before any action could be made, a voice called out to the group. "That's enough Coulson, ill take it from here."

The group turned to see Director Nick Fury walking towards him, accompanied by the familiar sight of Eddie Brock aka Agent Venom. Ben sighed in relief at the sight of Eddie, if anyone could help Mania it was him.

"Director Fury, I was just preparing to handle this She Venom, problem." Coulson started to say before Fury cut him off.

"I'm aware of the situation Coulson. But now id like to hear it from the mouth of the accused." Fury stated as he walked by the Agent and up to Mania, who's symbiot started to crawl in the presence of Agent Venom.

"So you re the girl huh?" Fury questioned.

"Y-Yes sir." Mania responded.

"That suit you're wearing. It's a symbiot just like the one the muscle man is wearing behind me?"

"Yes sir." Mania answered a little more confident.

Fury nodded as he then narrowed his eye. "And you did attack Midtown High, didn't you?"

At that question, Mania look to her feet in shame. "Y-Yes sir." She all but whispered.

Ben wished he could do something to help her. But if he tried anything, not only could he get arrested, but it would only make things worse for her in the process, and he was already on thin enough ice with SHIELD as it is.

Fury didn't say anything as he stared hard at the teen in front of him. Then he finally made his decision.

"I've read the report we have made since Agent Venom joined the rehabilitation program. I know how a symbiot's nature can affect the hosts mind and make them to crazy stuff." The SHIELD Director elaborated. "Lucky for us, our Alien Avenger here was able to find you and cure you of you madness before you did something real dumb."

The eyes of every hero widened, was Nick Fury actually making up an excuse for her?

"As such." Fury continued. "It would seem that you are the best candidate to keep this symbiot inline. But to make sure that another rampage wont happen again, you will be trained by Agent Venom to better control your suit."

At this point Mania felt like was going to pass out. She was going to be trained to be a super hero; this was the best day ever.

Agent Venom then stepped forward. "Look forward to be working with you kid." He said holding out his hand, which she shook vigorously.

"Thank you, Thank you, Thank you, so much sir. I promise I will do my best and I wont let you down." Mania said excitedly

"I don't doubt that." Agent Venom responded as they broke the hand shake. "But really, you should be thanking him." Eddie said pointing to Ben. "Hes the one who called me to convince Fury to let me train you."

Mania looked at Ben in shock and the teen hero just winked at her. The She Venom then ran up to Ben and wrapped him in a hug. "Oh thank you, Ben."

Ben chuckled as he returned the hug. "Hey, like you said. You could use some redemption. And if anyone knows a thing or about that, its Eddie."

"I owe it all to you, man." Eddie replied, giving Ben a fist bump.

Ben then returned his attention back to Mania, who still had her arms around him.

"I wont let you down, Ben. Ill make you proud." She declared.

"You better not. Or ill come back to beat some sense into ya." Ben jokingly threatened.

Mania giggled in response as she noticed that all the other SHIELD Agents were leaving along with Agent Venom, who was waiting for her at the ramp of one of the aircraft.

"So, I guess I'll see you around?" Mania asks.

"Eh, sure. But not Wednesdays though. That's video game day." Ben quipped.

Mania giggled at Ben's joke and, quite unexpectedly, retracts the lower halt of her mask revealing her mouth and kisses Ben on his cheek, making the Alien Avenger blush as she restores her mask

"Thanks for the tip, by the way. See ya!" She says as she runs over to join her Symbiot counterpart, as they both walk into the aircraft together.

Once they left, Ben shook his head as Hawkeye smirked at the young hero.

"Not your girlfriend, huh?" He taunted Ben.

"Oooh, Carol's gonna love this." Wasp also joked.

"You guys are the worst..." Ben replied, Pulling his mask up a higher to hide his face in shame.

* * *

 **Hope you all enjoyed it folks. This is only the start of a whole series of One Shots that will Co inside with the main story. Having Ben team up with different heroes from the Marvel Universe.**

 **If you have a Character from Marvel that you would like Ben to meet, that does not appear in Avengers EMH, Then send me a message saying what Hero you'd like to see, What villain you think they should fight and what you'd like to see them do together when they meet.**

 **Until next time. Captain Rex75 out.**


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